X0306 4 2016-09-29 0 0001372299 HISTOGENICS CORP HSGX 0001435895 SPLIT ROCK PARTNERS II, LP 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE MN 55344 0 0 1 0 0001626028 SPLIT ROCK PARTNERS II MANAGEMENT, LLC 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE MN 55344 0 0 1 0 Common Stock 2016-09-29 4 P 0 276801 2.25 A 1661495 D Series A Convertible Preferred Stock 2016-09-29 4 P 0 2506.5968 1000 A 2016-09-29 Common Stock 1114043 2506.5968 D Common Stock Warrant (right to buy) 2.25 2016-09-29 4 P 0 1390844 0 A Common Stock 1390844 1390844 D On September 29, 2016, Histogenics Corporation ("Histogenics") closed a private placement with certain institutional and accredited investors, including Split Rock Partners II, L.P. ("SRP II"). In connection with the private placement, SRP II purchased (i) 276,801 shares of Histogenics common stock at a purchase price of $2.25 per share and (ii) 2,506.5968 shares of series A convertible preferred stock at a purchase price of $1,000 per share. As part of the private placement, SRP II received warrants to purchase up to 1,390,844 shares of Histogenics common stock at an exercise price of $2.25 per share. The securities are owned directly by SRP II. Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein. The number of shares of common stock into which each share of series A convertible preferred stock is convertible is determined by dividing the stated value of the series A convertible preferred stock, which is $1,000, by the conversion price of the series A convertible preferred stock, which is $2.25. Therefore, the 2,506.5968 shares of series A convertible preferred stock are convertible into 1,114,043 shares of common stock. Until the date that Histogenics' stockholders approve the private placement, the number of shares of common stock issuable upon conversion of the series A convertible preferred stock issued by Histogenics in connection with the private placement, when aggregated with the shares of common stock issued at closing, shall not exceed 20% of Histogenics' issued and outstanding common stock. Histogenics has agreed to use its reasonable best efforts to obtain stockholder approval of the private placement within 60 days of the closing date. The series A convertible preferred stock has no expiration date. The warrants will become exercisable upon the approval of the private placement by the stockholders of Histogenics and expire five years after the date of such stockholder approval. The warrants include a cashless-exercise feature that may be exercised in the event there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrants as of the six-month anniversary of the closing of the private placement. /s/ Stacy M. Campbell-Kraft, Authorized Representative 2016-10-03 /s/ Stacy M. Campbell-Kraft, Authorized Representative 2016-10-03